Big Lots 2011 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ...37 $2.00 1,398 $1.50 2009 2010 2011 2009 2010 2011 2009 2010 2011 Earnings from continuing operations per share - diluted (a) (b) Operating profit % of net sales (a) (b) Store count (a) (a) Includes results of Big Lots Canada from July 18, 2011 (date of acquisition) through January 28...

  • Page 3
    ... 2011 (a) 0.1% 3,608 166 1,451 2010 2.5% 3,556 166 1,398 2009 0.7% 3,462 162 1,361 U.S. Segment Sales and Store Data Comparable store sales growth Average sales per store Sales per selling square foot Stores open at end of the fiscal year $ $ $ $ $ $ Canada Segment Sales and Store Data Average...

  • Page 4
    ...500 company operating more than 1,450 BIG LOTS® stores in 48 states and over 80 LIQUIDATION WORLD® and LW® stores in Canada. For more than three decades, we've delighted our customers with a vibrant mix of exciting brands, unique products and closeout prices. Big Lots offers new merchandise every...

  • Page 5
    ... been holding our team accountable for what we said we were going to do. We've come a long way since 2005, and by many measures, 2011 was another record year. Our success has led to job creation, investments for the future, significant financial gains, and returning cash to shareholders. Big Lots...

  • Page 6
    ... to grow, open new stores, and create meaningful employment opportunities. We have operations in all of the 48 contiguous states and capital available to support future growth. Expansion into Canada: In July 2011, we also added Liquidation World, a Canadian company, to the Big Lots family. This...

  • Page 7
    ...We returned $359 million of cash to shareholders by repurchasing approximately 11 million shares, or 15% of the Company's shares, at an average share price of $32.79. Not bad considering where our share price finished the year. u We became an international company by expanding into Canada. u We...

  • Page 8
    ... Financial Officer & President - Big Lots Canada Craig A. Hart Real Estate Administration Sharyn M. Hejcl Divisional Merchandise Manager Charles W. Haubiel II David T. Kollat President & Founder 22, Inc. Legal & Real Estate, General Counsel & Corporate Secretary Gary E. Huber Store Operations...

  • Page 9
    ... be held at our corporate offices located at 300 Phillipi Road, Columbus, Ohio, on May 23, 2012, beginning at 9:00 a.m. EDT. The following pages contain the Notice of Annual Meeting of Shareholders and the Proxy Statement. You should review this material for information concerning the business to be...

  • Page 10

  • Page 11
    ... to vote at the Annual Meeting and any postponement or adjournment thereof. By Order of the Board of Directors, CHARLES W. HAUBIEL II Executive Vice President, Legal and Real Estate, General Counsel and Corporate Secretary April 10, 2012 Columbus, Ohio Your vote is important. Shareholders are urged...

  • Page 12

  • Page 13
    ... in Risk Oversight...Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals ...Compensation Committee Interlocks and Insider Participation ...Communications with the Board ...DIRECTOR COMPENSATION ...Retainers and Fees ...Restricted Stock ...Director Compensation Table for...

  • Page 14
    ...for Corporate Changes ...Term, Amendment and Termination ...Plan Benefits ...Federal Income Tax Treatment of Awards ...Market Value ...Equity Compensation Plan Information ...EXECUTIVE COMPENSATION ...Compensation Committee Report ...Compensation Discussion and Analysis ...Summary Compensation Table...

  • Page 15
    ... "Big Lots"), for use at the 2012 Annual Meeting of Shareholders to be held on May 23, 2012 ("Annual Meeting"), at our corporate offices located at 300 Phillipi Road, Columbus, Ohio at 9:00 a.m. EDT. On or about April 10, 2012, we began mailing to our shareholders of record at the close of business...

  • Page 16
    ... (or proxy card, if applicable). If, after receiving the Notice of Internet Availability, you request (via toll-free telephone number, e-mail or online) that we send you paper or electronic copies of our proxy materials, you may vote your common shares by completing, dating and signing the proxy...

  • Page 17
    ... in certain circumstances, including when you have the same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your household may receive a single copy of the Annual Report to Shareholders, proxy materials and Notice of Internet Availability. Upon...

  • Page 18
    ... in the calculation of the number of common shares considered to be represented at the Annual Meeting for purposes of establishing a quorum. Vote Required to Approve a Proposal Proposal One Our Corporate Governance Guidelines contain a majority vote policy and our Amended Articles of Incorporation...

  • Page 19
    ... Chief Executive Officer of Netgrocer.com (online grocery retailer), and as the Group President of Information Resources, Inc. (global market research provider). Mr. Chambers spent the first 17 years of his career at Nabisco (food manufacturer), where he held leadership roles in sales, distribution...

  • Page 20
    ...footwear); and the Vice President, General Merchandise Manager of Dayton Hudson Corporation (retail stores). Ms. Lauderback is also currently a director of Denny's Corporation (where she is the chair of the corporate governance and nominating committee and a member of the compensation and incentives...

  • Page 21
    ... by the applicable NYSE and SEC rules), non-employee directors ("outside directors"). Mr. Fishman is our Chief Executive Officer ("CEO") and serves as Chairman of the Board. The Board also has a presiding director whose primary responsibility is to lead executive sessions of the Board in which...

  • Page 22
    ... compensation program for the members of our executive management committee ("EMC"). The EMC is currently comprised of the five executives named in the Summary Compensation Table ("named executive officers") and other executives holding the office of executive vice president or senior vice president...

  • Page 23
    ... / Corporate Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice must include the prospective nominee's name, age, business address, principal occupation, ownership of our common shares, information that would be required under the rules of the SEC in...

  • Page 24
    ... March 2012. During this annual review, the Board considered all transactions, relationships and arrangements between each director and director nominee, his or her affiliates, and any member of his or her immediate family, on one hand, and Big Lots, its subsidiaries and members of senior management...

  • Page 25
    ... that reports to the Nominating / Corporate Governance Committee, oversees management of risks associated with public policy, environmental and social matters that may affect our operations, performance or public image. Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals...

  • Page 26
    ... to the Board or members of senior management will be referred to the members of the Nominating / Corporate Governance Committee. Parties submitting communications to the Board may choose to do so anonymously or confidentially. DIRECTOR COMPENSATION Under the Big Lots, Inc. Non-Employee Director...

  • Page 27
    ... outside director for his or her Board service in fiscal 2011. Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) Name (a) Fees Earned or Paid in Cash ($)(1) (b) Stock Awards ($)(2)(3) (c) Option Awards ($)(4) (d) Non-Equity Incentive Plan Compensation ($) (e) All...

  • Page 28
    ...the executive officers named in the Summary Compensation Table, and all our executive officers, directors and director nominees as a group. The assessment of holders of more than five percent of our common shares is based on a review of and reliance upon their respective filings with the SEC. Except...

  • Page 29
    ... of our directors and executive officers and greater than 10% shareholders complied during fiscal 2011 with the reporting requirements of Section 16(a) of the Exchange Act. PROPOSAL TWO: APPROVAL OF THE BIG LOTS 2012 LONG-TERM INCENTIVE PLAN Based on the recommendation of the Compensation Committee...

  • Page 30
    ... fiscal year. The annual run rate for fiscal 2009, 2010 and 2011 was 1.76%, 1.94% and 2.17%, respectively, resulting in a three-year average run rate of 1.96%. It is our intention to continue to manage our run rate over time to reasonable levels while ensuring that our executive compensation program...

  • Page 31
    ... less than the fair market value of the Company's common shares on the date the stock option is granted. The stock option exercise price is payable (1) in cash, (2) by tendering previously acquired common shares (subject to the satisfaction of the holding period set forth in the 2012 LTIP) having an...

  • Page 32
    ... number of SARs being settled. The grant price of a SAR may not be less than the fair market value of our common shares on the grant date. SARs may be payable in cash, our common shares or a combination of both. The Committee determines the vesting requirements, the form of payment and other terms...

  • Page 33
    ... all times. Deferred stock units, together with any dividend-equivalent rights credited with respect thereto, may be subject to such requirements, restrictions and conditions to payment as the Committee determines are appropriate. Deferred stock unit Awards are payable in cash, our common shares or...

  • Page 34
    ... well as to other maximum limitations under the 2012 LTIP (e.g., exercise prices and number of Awards), and the number of our common shares or other rights and prices under outstanding Awards. Term, Amendment and Termination The 2012 LTIP will have a term of 10 years expiring on May 23, 2022, unless...

  • Page 35
    ...-term or short-term gain (or loss), depending upon the holding period of the common shares. If a participant tenders previously owned common shares in payment of the NQSO exercise price, then, instead of the treatment described above, the following generally will apply: (1) a number of new common...

  • Page 36
    ... 162(m) generally provides that a company is prohibited from deducting compensation paid to certain "covered employees" (i.e., the principal executive officer and three other most highly compensated officers (other than the principal financial officer)) in excess of $1 million per person in any year...

  • Page 37
    ... summarizes information as of January 28, 2012, the end of fiscal 2011, relating to our equity compensation plans pursuant to which our common shares may be issued. Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a) Weighted-average exercise price of...

  • Page 38
    ... Statement for additional information with respect to security ownership of certain beneficial owners and management. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE 2012 LTIP. EXECUTIVE COMPENSATION Compensation Committee Report The Compensation Committee reviewed...

  • Page 39
    ...and Real Estate, General Counsel and Corporate Secretary; and (5) Mr. Martin, our Executive Vice President, Administration (Mr. Martin served as our Executive Vice President, Merchandising until assuming his current position on April 17, 2011). Executive Summary Our executive compensation program is...

  • Page 40
    ... at-risk incentive compensation. Company Performance and CEO Total Compensation in Fiscal 2009 - 2011 Stock Price at Fiscal Year End CEO Total Compensation Earnings Per Common Share - Diluted from Continuing Operations Operating Profit (in thousand) $31.82 $28.41 Jan. 29, 2011 Jan. 30, 2010 $13...

  • Page 41
    ... number of changes to our executive compensation program over the past several years, including the elimination of Section 280G tax gross-up payments in employment agreements with newly hired and newly promoted executive officers. The Committee will also continue to design our executive compensation...

  • Page 42
    ... of our compensation program. Motivate executives to contribute to our success and reward them for their performance. We use the bonus and equity elements of our executive compensation program as the primary tools to motivate our executives to continually improve our business in order to promote...

  • Page 43
    ... Summary" section of this CD&A, our named executive officers did not receive bonuses for fiscal 2011 under the 2006 Bonus Plan (which are reported as non-equity incentive compensation in the Summary Compensation Table). We believe this demonstrates that our executive compensation program is closely...

  • Page 44
    ...the 2006 Bonus Plan and equity awards made under the 2005 LTIP. In addition, our named executive officers are entitled to certain personal benefits and perquisites. We believe each of these elements and the mix of elements are necessary to provide a competitive executive compensation program and, as...

  • Page 45
    ...the Summary Compensation Table for more information concerning the 2005 LTIP and the terms under which we have granted equity awards. Personal Benefits and Perquisites The following are the personal benefits and perquisites that are generally provided only to employees at or above the vice president...

  • Page 46
    ... received by named executive officers during its annual review of our named executive officers' total compensation. We offer all full-time employees medical and dental benefits under the Big Lots Associate Benefit Plan ("Benefit Plan"). We also offer employees at or above the vice president...

  • Page 47
    ...our named executive officers for fiscal 2011. Each employment agreement requires the named executive officer to devote his or her full business time to our affairs and prohibits the named executive officer from competing with us during his or her employment. Each named executive officer's employment...

  • Page 48
    ...subject to our achievement of the applicable corporate financial goal, shall vest as if he had remained employed by us until the scheduled vesting date. Post-Termination and Change in Control Arrangements The employment agreements with our named executive officers provide for potential severance and...

  • Page 49
    ... as of the date of a change in control. While the Committee considers the potential payments upon termination or change in control annually when it establishes compensation for the applicable year, this information is not a primary consideration in setting salary, bonus payout percentages or equity...

  • Page 50
    ... and equity compensation may be awarded and the employment agreements between us and each EMC member; prepared its recommendation on the compensation of each EMC member for fiscal 2011; determined that a bonus was payable under the 2006 Bonus Plan as a result of corporate performance in fiscal 2010...

  • Page 51
    ... named executive officers under the 2006 Bonus Plan for fiscal 2011 are shown in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. At its annual review in March 2011, the Committee and other outside directors approved the financial measure, corporate performance...

  • Page 52
    ...Plan participants while encouraging strong corporate earnings growth. As a consequence of not making fiscal 2011 bonus payments, total cash compensation paid to our named executive officers for fiscal 2011 was generally at or below the median for our peer groups. We believe lower than market average...

  • Page 53
    ... 2011. See the "Bonus and Equity Plans" disclosure that follows the Summary Compensation Table for more information concerning the common shares available for issuance under the 2005 LTIP. This process was employed to ensure that executive equity compensation is commensurate with corporate and...

  • Page 54
    ... the uncertainty around the general economic conditions in the United States at the time in which the awards were made. The stock options awarded to our named executive officers in fiscal 2011 have an exercise price equal to the fair market value of our common shares on the grant date (i.e., $41.12...

  • Page 55
    ...were most significant in awarding compensation to our named executive officers for fiscal 2011. • Mr. Fishman: (1) Fiscal 2010 earnings per common share from continuing operations-diluted were $2.83 - approximately 11.0% above our fiscal 2010 corporate operating plan and approximately 16.0% above...

  • Page 56
    ... business needs; and Continued the multi-year implementation of the SAP for Retail information technology system that will replace our core merchandising and financial systems. • Mr. Haubiel: (1) (2) (3) Opened 80 new stores and closed 43 stores in fiscal 2010, as compared to opening 52 stores...

  • Page 57
    ..., net income, earnings per share, price-to-earnings ratio and shareholder return. Our human resources department provided the Committee with comparative executive compensation data it obtained from the proxy statements and other reports made public by the companies in the retailer-only peer group...

  • Page 58
    ... date of the equity awards made in connection with the annual performance reviews of the EMC members was the second trading day following our release of fiscal 2010 results. This future date was established to allow the market to absorb and react to our release of material non-public information...

  • Page 59
    ...at-risk incentive compensation as a percentage of the total executive compensation awarded for fiscal 2011 for each named executive officer; and (6) formulated its recommendations to the other outside directors for fiscal 2012 executive compensation (including the terms, financial measure, corporate...

  • Page 60
    ..., 2011 Executive Vice President, 2010 Supply Chain Management and 2009 Chief Information Officer Charles W. Haubiel II, 2011 Executive Vice President, 2010 Legal and Real Estate, General Counsel and Corporate Secretary (8) John C. Martin, Executive Vice President, Administration (9) 2011 2010 2009...

  • Page 61
    ... our named executive officers in the fiscal years reported as computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. See Note 7 (Share-Based Plans) to the consolidated financial statements and the Critical Accounting Policies and Estimates - Share-Based Compensation...

  • Page 62
    ...executive officer in fiscal 2009. Mr. Martin served as our Executive Vice President, Merchandising until assuming his current position on April 17, 2011. Bonus and Equity Plans The amounts reported in the Summary Compensation Table above include amounts earned under the 2006 Bonus Plan and the 2005...

  • Page 63
    ... 2011 - Bonus for Fiscal 2011" sections of the CD&A for more information regarding the 2006 Bonus Plan and the awards made under that plan for fiscal 2011. Big Lots 2005 Long-Term Incentive Plan Since January 1, 2006, all employee equity awards, including those made to our named executive officers...

  • Page 64
    ... to our named executive officers in fiscal 2011 under the 2006 Bonus Plan and the 2005 LTIP. All Other Grant Stock All Other Awards: Option Date Fair Estimated Future Payouts Number Awards: Exercise Value Under Equity Incentive of Number of or Base of Stock Plan Awards Shares of Securities Price of...

  • Page 65
    ...Executive Compensation Program for Fiscal 2011 - Equity for Fiscal 2011" section of the CD&A. Pursuant to the terms of the 2005 LTIP, the exercise price of the NQSOs awarded in fiscal 2011 is equal to the average trading price of our common shares on the grant date (which exceeded the closing market...

  • Page 66
    ... end of fiscal 2011, all equity awards outstanding under our equity compensation plans for each named executive officer. Option Awards Stock Awards Equity Incentive Equity Plan Incentive Awards: Plan Market Awards: Market Number of or Payout Value of Value of Unearned Unearned Shares, Shares Shares...

  • Page 67
    ... Savings Plan, and all assets and amounts payable under the Supplemental Savings Plan are subject to the claims of our general creditors. In order to participate in the Savings and Supplemental Savings Plans, an eligible employee must satisfy applicable age and service requirements and must make...

  • Page 68
    ...Summary Compensation Table for the prior years reported. (2) (3) (4) Potential Payments Upon Termination or Change in Control The "Rights Under Post-Termination and Change in Control Arrangements" section below addresses the rights of our named executive officers under their employment agreements...

  • Page 69
    ... Upon a change in control, each participating named executive officer will receive a lump sum payment of all amounts (vested and unvested) under the Supplemental Savings Plan. (See the "Nonqualified Deferred Compensation" section above for more information regarding the Supplemental Savings Plan and...

  • Page 70
    ... voting securities of an unrelated company or for all or substantially all of the assets of such unrelated company. Pursuant to the employment agreements, a named executive officer's termination in connection with a change in control is generally deemed to occur if, during the applicable protection...

  • Page 71
    ... end of fiscal 2011. As noted in the "Non-Equity Incentive Plan Compensation" row in the tables below, the amounts payable under the 2006 Bonus Plan upon termination: (1) without cause or due to disability or death are based on the bonus actually earned by the applicable named executive officer for...

  • Page 72
    ... awards that have vested or have been granted in fiscal 2012. The closing market price of our common shares on the final trading day on the NYSE during fiscal 2011 was $40.00 per share. • Steven S. Fishman The following table reflects the payments that would have been due to Mr. Fishman in the...

  • Page 73
    ... Voluntary upon upon with a Change (without Cause Cause Termination Disability Death in Control termination) Salary/Salary Continuation ($) Non-Equity Incentive Plan Compensation ($) Healthcare Coverage ($) Long-Term Disability Benefit ($) Use of Automobile/Automobile Allowance ($) Accelerated...

  • Page 74
    ... Voluntary upon upon with a Change (without Cause Cause Termination Disability Death in Control termination) Salary/Salary Continuation ($) Non-Equity Incentive Plan Compensation ($) Healthcare Coverage ($) Long-Term Disability Benefit ($) Use of Automobile/Automobile Allowance ($) Accelerated...

  • Page 75
    ... the corporate financial goals set by our Board each year. We believe that our operating profit is an important financial measure, as it is a reflection of both top line sales and expense control, and when used year-over-year, it has the effect of promoting our long-term financial health. While...

  • Page 76
    ... program reflects these objectives and our executive compensation philosophy, including information about the 2011 compensation of our named executive officers, we encourage you to read the CD&A as well as the Summary Compensation Table and other related compensation tables in this Proxy Statement...

  • Page 77
    ... audit our financial statements for fiscal 2011. Deloitte & Touche LLP has served as our independent registered public accounting firm since October 1989. The Audit Committee annually selects our independent registered public accounting firm. Audit and Non-Audit Services Pre-Approval Policy Pursuant...

  • Page 78
    ... fiscal 2010 and fiscal 2011, the other fees principally related to online subscription fees for technical accounting support. Audit Committee Report The Audit Committee has reviewed and discussed the audited financial statements for fiscal 2011 with management and the independent registered public...

  • Page 79
    ... proxies returned to us and not revoked will be voted on such matter in accordance with the recommendations of the Board. By order of the Board of Directors, CHARLES W. HAUBIEL II Executive Vice President, Legal and Real Estate, General Counsel and Corporate Secretary April 10, 2012 Columbus, Ohio...

  • Page 80
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  • Page 81
    APPENDIX A BIG LOTS 2012 LONG-TERM INCENTIVE PLAN E F F E C T I V E M AY 2 3 , 2 0 1 2 A-1

  • Page 82
    ... ...Article 15. Impact of Termination of Employment or Service on Awards ...Article 16. Substitution Awards ...Article 17. Dividend-Equivalent Rights ...Article 18. Beneficiary Designation ...Article 19. Rights of Participants ...Article 20. Change in Control ...Article 21. Amendment, Modification...

  • Page 83
    Big Lots 2012 Long-Term Incentive Plan Article 1. Establishment, Purpose, and Duration 1.1 Establishment. Big Lots, Inc., an Ohio corporation (hereinafter referred to as the "Company"), establishes an incentive compensation plan to be known as the Big Lots 2012 Long-Term Incentive Plan (hereinafter ...

  • Page 84
    ...use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. 2.5 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 2.6 "Board...

  • Page 85
    ... Units/ In General ). 2.14 "Deferred Stock Unit" means a Participant's contractual right to receive a stated number of Shares or, if provided by the Committee on the Grant Date, cash equal to the Fair Market Value of such Shares, under the Plan at the end of a specified period of time or upon the...

  • Page 86
    ... to the average of the reported opening and closing prices of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value...

  • Page 87
    ..." as defined in Section 13(d) thereof. 2.44 2.45 "Plan" means the Big Lots 2012 Long-Term Incentive Plan. "Plan Year" means the Company's fiscal year. 2.46 "Prior Plan" means the Big Lots 2005 Long-Term Incentive Plan, as amended and restated, effective May 27, 2010. 2.47 "Qualified Performance...

  • Page 88
    ...this Article 3 (Administration) and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice...

  • Page 89
    ... Option or the Grant Price of a Stock Appreciation Right under the Plan, or (iv) repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be again available for grant under this Plan. To the extent permitted by applicable law or stock exchange rule, Shares...

  • Page 90
    ..., combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent...

  • Page 91
    ... shall be the payment of the Exercise Price. The Exercise Price of any Option shall be payable to the Company in full either: (a) in cash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal...

  • Page 92
    ... Company in an amount determined by multiplying: (a) (b) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by The number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be in cash...

  • Page 93
    ... requirements of Code Section 409A, permit an Employee or Director to elect to defer receipt of all or a portion of his annual compensation, annual incentive bonus and/or long-term compensation (other than Options or SARs) ("Deferred Annual Amount") payable by the Company or an Affiliate and receive...

  • Page 94
    ...Stock Units (and any related Dividend-Equivalent Rights) credited to such Participant's account under this Plan within ninety (90) days following the date of such Participant's Termination of Employment or Service (or such other Code Section 409A-compliant distribution event as may be elected by the...

  • Page 95
    ...-Based Awards. The Committee, at any time and from time to time, may grant to Eligible Individuals other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such...

  • Page 96
    ...Award at the close of the applicable Performance Period, if any, but no later than the fifteenth (15th) day of the third month after the year in which the Performance Period ended, the award vests (unless a valid deferral election has been made), or the date the payment was otherwise scheduled to be...

  • Page 97
    ... using the accounting principles generally accepted in the United States of America, to the extent applicable, and will be reported or appear in the Company's filings with the Securities and Exchange Commission (including, but not limited to, Forms 8-K, 10-Q and 10-K) or the Company's annual report...

  • Page 98
    ..., security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing); or (f) Any profit or loss attributable to the business operations of a specified segment as described in ASC 280, Segment Reporting...

  • Page 99
    ... lapse, be payable or granted, as the case may be, any earlier than the Committee certifies in writing (in any manner allowable under Code Section 162(m)) the extent or level of achievement (if at all) to which the objective performance goals (and other material terms) applicable to the Performance...

  • Page 100
    ... the date of such shareholders meeting and if required by Code Section 162(m). The material terms include the employees eligible to receive Qualified Performance-Based Awards, a description of the business criteria on which the performance goal is based, and either the maximum amount of compensation...

  • Page 101
    ... months, or if longer, so long as the Participant retains a right to reemployment with the Company or an Affiliate under an applicable statute or by contract. 15.4 Change in Participant Status. If a Participant changes status from an Employee, Director, or Third Party Service Provider to an Employee...

  • Page 102
    ...any Participant any right to continue his employment or service as a Director or Third Party Service Provider for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any of its Affiliates and, accordingly...

  • Page 103
    ... (other than those described in Section 4.4 (Shares Subject to this Plan and Award Limitations/ Adjustments in Authorized Shares) hereof), affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee...

  • Page 104
    ... of the Company under the Plan, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. The Company, in...

  • Page 105
    ... Share). 24.12 No Impact on Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant's right under any such plan, policy or program...

  • Page 106
    ...," within the meaning of Code Section 409A and as determined under the Company's policy for determining specified employees, on the date of his "separation from service", within the meaning of Code Section 409A, the distribution, payment or settlement, as applicable, of all of Participant's Awards...

  • Page 107
    ... by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements), and (b) permit Participants to electronically execute applicable Plan documents (including, but...

  • Page 108
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  • Page 109
    ... USA Alex Lee Amazon.com American Eagle Outfitters AmericourceBergen Andersons Ann Taylor Arrow Electronics Ashland / The Valvoline Company AutoZone Avis Budget Group Axcess Financial Services Bebe Stores Belk Best Buy BI-LO, LLC BJ's Wholesale Club Body Shop Bon-Ton Stores Boy Scouts - Supply Group...

  • Page 110
    ...Taylor Lowe's lululemon athletica usa Luxottica Retail US Louis Vuitton Macy's Marathon Oil Corporation Mary Kay McDonalds's Corporation Meijer Michaels Stores Movado Nash-Finch Navy Exchange Service Command Neiman Marcus Group New Balance Athletic Shoe, Inc. New York & Company Nike Nordstrom Office...

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    ..., Ohio (Address of principal executive offices) 43228-5311 (Zip Code) (614) 278-6800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Shares $0.01 par value Name of each exchange on which registered New...

  • Page 114
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  • Page 115
    ... Market Risk ...Financial Statements and Supplementary Data...Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security...

  • Page 116
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  • Page 117
    ... outstanding shares of Liquidation World Inc. (now known as Big Lots Canada, Inc.). Our principal executive offices are located at 300 Phillipi Road, Columbus, Ohio 43228, and our telephone number is (614) 278-6800. Closeout Retailing Closeout merchandise generally results from production overruns...

  • Page 118
    ... and Analysis of Financial Condition and Results of Operations" ("MD&A") of this Form 10-K. Real Estate The following table compares the number of our stores in operation, by segment, at the beginning and end of each of the last five fiscal years: 2011 2010 2009 2008 2007 U.S. Stores open at the...

  • Page 119
    ... 4 37 Saskatchewan ...6 Total stores ...Number of provinces... 82 7 Of our 1,533 stores, 33% operate in four states: California, Texas, Ohio, and Florida, and net sales from stores in these states represented 36% of our 2011 net sales. Associates At January 28, 2012, we had approximately 37,400...

  • Page 120
    ...the merchandise we sell is received and processed for retail sale and distributed to the retail locations from our seven regional distribution centers. Our U.S. segment is serviced by regional distribution centers located in Pennsylvania, Ohio, Alabama, Oklahoma, and California. Our Canadian segment...

  • Page 121
    ...a membership card when making purchases and earn discounts on future purchases when they meet certain thresholds. Buzz Club Rewards® members may also receive other targeted promotions. We continue to use our website (www.biglots.com) as a key avenue to communicate with our customers through special...

  • Page 122
    ..., Compensation, Nominating/ Corporate Governance, Strategic Planning, and Public Policy and Environmental Affairs Committees; Code of Business Conduct and Ethics; Code of Ethics for Financial Professionals; Chief Executive Officer and Chief Financial Officer certifications related to our SEC filings...

  • Page 123
    ... During 2011, we acquired Liquidation World Inc. as an avenue for entry into the Canadian retail market, which was not specifically included in the strategic plan announced in 2010, but fell within the growth phase goals of our overall plan. The Company's intent is to implement an operating strategy...

  • Page 124
    .... The discount retail business is highly competitive. As discussed in Item 1 of this Form 10-K, we compete for customers, employees, products, real estate, and other aspects of our business with a number of other companies. Certain of our competitors have greater financial, distribution, marketing...

  • Page 125
    ... The economies of four states (Ohio, Texas, California, and Florida) are particularly important as approximately 33% of our current stores operate in these states and 36% of our 2011 net sales occurred in these states. Changes in federal or state/provincial legislation and regulations, including the...

  • Page 126
    ... information regarding our accounting policies for long-lived assets, goodwill, and income taxes). Our inability, if any, to comply with the terms of the 2011 Credit Agreement may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity...

  • Page 127
    ... cost of each of our stores. A significant component of our sales growth strategy is to open new store locations. If the commercial real estate market tightens and we are not able to negotiate favorable new store leases and lease renewals, our financial position, results of operations, and liquidity...

  • Page 128
    ... future accounting guidance related to leases and other areas impacted by the current convergence project between the FASB and IASB could require us to make significant changes to our lease management system or other accounting systems. If we are unable to secure customer, employee, and company data...

  • Page 129
    ... Stores Owned Arizona ...California ...Colorado ...Florida ...Louisiana ...New Mexico ...Ohio...Texas ...Total ... 3 39 3 2 1 2 1 3 54 Store leases generally obligate us for fixed monthly rental payments plus the payment, in most cases, of our applicable portion of real estate taxes, common area...

  • Page 130
    ... Financial Officer; President of Big Lots Canada, Inc. Executive Vice President, Legal and Real Estate, General Counsel and Corporate Secretary Executive Vice President, Administration Executive Vice President, Merchandising Senior Vice President, Marketing Senior Vice President, Finance Senior Vice...

  • Page 131
    ...Canadian operations and our treasury, tax, investor relations, loss prevention and risk management, as well as the reporting, planning, and control functions of the business. Mr. Cooper was appointed President of Big Lots Canada, Inc. in July 2011. Mr. Cooper was promoted to Executive Vice President...

  • Page 132
    ... SECURITIES Our common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "BIG." The following table reflects the high and low sales prices per common share for our common shares as reported on the NYSE composite tape for the fiscal periods indicated: 2011 High Low High 2010...

  • Page 133
    ...Jan08 Jan09 Jan10 Jan11 Jan12 Big Lots, Inc. S&P 500 Index S&P 500 Retailing Index Indexed Returns Years Ended Base Period January 2007 Company / Index January 2008 January 2009 January 2010 January 2011 January 2012 Big Lots, Inc...S&P 500 Index ...S&P 500 Retailing Index ... $100.00 100...

  • Page 134
    ...conjunction with MD&A and the consolidated financial statements and related notes included herein. 2011 (e) (In thousands, except per share amounts and store counts) 2010 Fiscal Year (a) 2009 2008 (b) 2007 (c) Net sales ...$5,202,269 $4,952,244 Cost of sales (exclusive of depreciation expense shown...

  • Page 135
    ...on our business, financial condition, results of operations, and/or liquidity. Our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years with 52 weeks and some with 53 weeks. Fiscal years 2011, 2010, and 2009 were each comprised of 52 weeks. Fiscal year 2012 will...

  • Page 136
    ... agreement. In addition, the sale in 2009 of a company-owned and operated store in California resulted in a pretax gain of $13.0 million (30 basis points). Seasonality As discussed in "Item 1. Business - Seasonality" of this Form 10-K, our financial results fluctuate from quarter to quarter...

  • Page 137
    ... of the commercial real estate market, we expanded our WIN Strategy to also include the pursuit of net new store growth. In 2011, our Board of Directors approved the purchase of Liquidation World Inc., a Canadian closeout retailer, with the expectation that the management team could implement the...

  • Page 138
    ... orders, other retailers going out of business, marketing or packaging changes, a new product launch that has failed, and various other reasons. In these situations, we are able to source product at a discounted cost and offer significant value to our customers. We currently have thousands of vendor...

  • Page 139
    ... new customer sign-ups at our stores in order to grow our base of members. At January 28, 2012, our Buzz Club Rewards program membership totaled 11.5 million members. • • • From a store operations perspective, we began the company-wide rollout of our "Ready for Business" program in 2009...

  • Page 140
    ... financial return in the location. For our remaining store locations with fiscal 2012 lease expirations, we expect to exercise our renewal option or negotiate more favorable lease renewal terms sufficient enough to continue to enable us to achieve an acceptable return on our investment. Cost...

  • Page 141
    ... appropriate levels, while developing a broad assortment of merchandise; (2) building and training our store teams; (3) assessing the real estate and cost structure elements of our new business as we prepare for new store growth currently planned to begin in 2013; and (4) executing certain test and...

  • Page 142
    ... in the Furniture category were the upholstery and mattresses departments, partially offset by a decrease in case goods as 2010 benefited from a few large closeout deals. The Seasonal category increase was driven by strong sales of Christmas trim and summer related merchandise, partially offset...

  • Page 143
    ... the date of acquisition (July 18, 2011) through the end of the year. Our Canadian segment's net sales were $62.1 million, which exceeded our original expectations, as customers responded to fresh, new merchandise with an improved value proposition, particularly in furniture, electronics, toys, and...

  • Page 144
    ... average number of stores in operation throughout 2010 and 2009 was approximately 1,380 stores and 1,354 stores, respectively. The Furniture, Home, and Seasonal categories had the largest sales gains in 2010. Sales increased in all departments of the Furniture category driven by sales of new styles...

  • Page 145
    in credit card/bank fees was the result of higher rates charged by debit card network providers, which were increased at the end of the first quarter of 2010, and from increased sales. Store rents increased primarily due to the incremental number of stores. Store facility and operation costs ...

  • Page 146
    ... impact of cash needs of Big Lots Canada, but excludes the impact of any potential share repurchase activity under the 2011 Repurchase Program. Working capital was $421.8 million at January 28, 2012. Whenever our liquidity position requires us to borrow funds under the 2011 Credit Agreement, we...

  • Page 147
    ...of our common shares we acquired in 2010 under the 2010 Repurchase Program. In addition, during the second quarter of 2011, we used $16.7 million to repay the outstanding notes payable we assumed in connection with our acquisition of Liquidation World Inc. In 2011 and 2010, we received proceeds from...

  • Page 148
    ... closed store lease termination costs related to stores closed in 2011. Pension contributions are equal to expected benefit payments for the nonqualified plan plus expected contributions to the qualified plan using actuarial estimates and assuming that we only make the minimum required contributions...

  • Page 149
    ...Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date...

  • Page 150
    ...flows within the past two years. For each store with negative cash flows, we obtain future cash flow estimates based on operating performance estimates specific to each store's operations that are based on assumptions currently being used to develop our company level operating plans. If the net book...

  • Page 151
    ... financial results, projected future pretax accounting income from continuing operations and tax planning strategies (when necessary). This evaluation requires us to make assumptions that require significant judgment about the forecasts of future pretax accounting income. The assumptions that we use...

  • Page 152
    ... to help determine the discount rate and expected long-term rate of return. Our objective in selecting a discount rate is to identify the best estimate of the rate at which the benefit obligations would be settled on the measurement date. In making this estimate, we review rates of return on high...

  • Page 153
    ... would not have a material effect on our financial condition, results of operations, or liquidity. Through the operations of Big Lots Canada, we are subject to market risks associated with foreign currency exchange rate fluctuations between the Canadian Dollar and the U.S. Dollar. An increase or...

  • Page 154
    ... Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 28, 2012, of the Company, and our report dated March 26, 2012, expressed an unqualified opinion on those financial statements. /s/ DELOITTE & TOUCHE LLP Dayton, Ohio...

  • Page 155
    ... financial position of Big Lots, Inc. and subsidiaries at January 28, 2012 and January 29, 2011, and the results of their operations and their cash flows for each of the three years in the period ended January 28, 2012, in conformity with accounting principles generally accepted in the United States...

  • Page 156
    ... Statements of Operations (In thousands, except per share amounts) 2011 2010 2009 Net sales ...Cost of sales (exclusive of depreciation expense shown separately below) ...Gross margin ...Selling and administrative expenses ...Depreciation expense ...Gain on sale of real estate ...Operating...

  • Page 157
    ... bankruptcy lease obligation ...Accrued salaries and wages ...Income taxes payable ...Total current liabilities ...Long-term obligations ...Deferred rent ...Insurance reserves ...Unrecognized tax benefits ...Other liabilities...Shareholders' equity: Preferred shares - authorized 2,000 shares; $0.01...

  • Page 158
    ... ...- - Purchases of common shares ...(87) - Exercise of stock options ...362 - Restricted shares vested ...328 - Tax benefit from share-based awards ...- - Share activity related to deferred compensation plan ...4 - Share-based employee compensation expense ...- - Balance - January 30, 2010 ...81...

  • Page 159
    ... account ...Other ...Net cash used in investing activities ...Financing activities: Net proceeds from borrowings under bank credit facility...Payment of notes payable ...Payment of capital lease obligations ...Proceeds from the exercise of stock options ...Excess tax benefit from share-based...

  • Page 160
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Basis of Presentation and Summary of Significant Accounting Policies Description of Business We are North America's largest broadline closeout retailer. At January 28, 2012, we operated 1,533 stores in two countries:...

  • Page 161
    ... merchandise department's retail selling value. Cost factors represent the average cost-to-retail ratio computed using beginning inventory and all fiscal year-to-date purchase activity specific to each merchandise department. Under the average cost retail inventory method, permanent sales price...

  • Page 162
    ... and Summary of Significant Accounting Policies (Continued) Payments Received from Vendors Payments received from vendors relate primarily to rebates and reimbursement for markdowns and are recognized in our consolidated statements of operations as a reduction to cost of inventory purchases in...

  • Page 163
    ... employees from employment are recognized ratably from the communication date through the estimated future service period, unless the estimated future service period is less than 60 days, in which case we recognize the impact at the communication date. Generally all other store closing costs...

  • Page 164
    ... to help determine the discount rate and expected long-term rate of return. Our objective in selecting a discount rate is to identify the best estimate of the rate at which the benefit obligations would be settled on the measurement date. In making this estimate, we review rates of return on high...

  • Page 165
    ... end of their original issuance month. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses. We offer price hold contracts on merchandise. Revenue for price hold contracts is recognized when the customer makes the final payment...

  • Page 166
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Continued) Cost of Sales Cost of sales includes the cost of merchandise, net of cash discounts and rebates, markdowns, and inventory ...

  • Page 167
    ... Financial Statements (Continued) Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Continued) Share-Based Compensation Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations for all options...

  • Page 168
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Continued) Supplemental Cash Flow Disclosures The following table provides supplemental cash flow information for 2011, 2010, and 2009...

  • Page 169
    ...part of our annual store impairment review in 2010 and 2009, respectively. There were no charges in 2011 related to the Company's annual store impairment review. Asset impairment charges are included in selling and administrative expenses in our accompanying consolidated statements of operations. We...

  • Page 170
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 3 - Bank Credit Facility On July 22, 2011, we entered into a new $700 million five-year unsecured credit facility ("2011 Credit Agreement"). The 2011 Credit Agreement replaced the $500 million three-year ...

  • Page 171
    ... for operating leases consisted of the following: 2011 (In thousands) 2010 2009 Minimum leases ...Contingent leases ...Total rent expense... $285,081 637 $285,718 $261,197 587 $261,784 $254,054 313 $254,367 Future minimum rental commitments for leases, excluding closed store leases, real estate...

  • Page 172
    ... under equity compensation plans and for general corporate purposes. The 2011 Repurchase Program has no scheduled termination date and will be funded with cash and cash equivalents, cash generated from operations or, if needed, by drawing on the 2011 Credit Agreement. Note 7 - Share-Based Plans Our...

  • Page 173
    ... Directors amended the Director Stock Option Plan so that no additional awards may be made under that plan. Our non-employee directors did not receive any stock options in 2011, 2010, and 2009, but did, as discussed below, receive restricted stock awards under the 2005 LTIP. Share-based compensation...

  • Page 174
    ... $15.83 25.92 35.82 41.14 $23.16 A summary of the annual stock option activity for fiscal years 2009, 2010, and 2011 is as follows: Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (years) Number of Options Aggregate Intrinsic Value (000's) Outstanding stock...

  • Page 175
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 7 - Share-Based Plans (Continued) A summary of the nonvested restricted stock activity for fiscal years 2009, 2010, and 2011 is as follows: Weighted Average GrantDate Fair Value Per Share Number of Shares ...

  • Page 176
    ... benefit payments made to plan participants in excess of combined annual service cost and interest cost for each year. The weighted-average assumptions used to determine net periodic pension expense were: 2011 2010 2009 Discount rate ...Rate of increase in compensation levels ...Expected long-term...

  • Page 177
    ... January 28, 2012 (In thousands) January 29, 2011 Change in projected benefit obligation: Projected benefit obligation at beginning of year ...Service cost ...Interest cost ...Benefits and settlements paid...Actuarial loss ...Projected benefit obligation at end of year...Change in plan assets: Fair...

  • Page 178
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 8 - Employee Benefit Plans (Continued) We elected not to make a discretionary contribution to the Pension Plan in 2011 or in 2010. Our funding policy of the Pension Plan is to make annual contributions based ...

  • Page 179
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 8 - Employee Benefit Plans (Continued) The fair value of our Pension Plan assets at January 28, 2012 and January 29, 2011 by asset category was comprised of the following: (In thousands) Total January 28, ...

  • Page 180
    ... continuing operations was as follows: 2011 2010 2009 Statutory federal income tax rate ...Effect of: State and local income taxes, net of federal tax benefit ...Non-U.S. income tax rate differential ...Work opportunity tax and other employment tax credits ...Net benefit recognized for prior year...

  • Page 181
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 9 - Income Taxes (Continued) Income tax payments and refunds were as follows: 2011 (In thousands) 2010 2009 Income taxes paid ...Income taxes refunded ...Net income taxes paid ... $114,406 (983) $113,423 $...

  • Page 182
    ...: State net operating loss carryforwards ...California enterprise zone credits...Texas business loss credits ...Total income tax loss and credit carryforwards ... $19,019 1,092 4,931 285 $25,327 Expires fiscal years 2026 through 2031 Expires fiscal years 2014 through 2025 No expiration date Expires...

  • Page 183
    .... Generally, the time limit for reassessing returns for Canadian and provincial income taxes for periods prior to the year ending October 3, 2004 have lapsed. We have estimated the reasonably possible expected net change in unrecognized tax benefits through February 2, 2013, based on expected cash...

  • Page 184
    .... The term of the commitment extends until the purchase requirement is satisfied. We have additional purchase obligations in the amount of $221.2 million primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security...

  • Page 185
    ... rights of Liquidation World Inc. On July 19, 2011, we changed the name of Liquidation World Inc. to Big Lots Canada, Inc. ("Big Lots Canada"). Based in Brantford, Ontario, Big Lots Canada offers a broad assortment of closeout merchandise. At January 28, 2012, Big Lots Canada operated 82 stores...

  • Page 186
    ... stores closed in 2005 should be reported as discontinued operations for all periods presented. For 2011, 2010, and 2009, the closed stores' operating income (loss) is comprised of exit-related costs, utilities, and security expenses on leased properties with remaining terms. Accretion on the lease...

  • Page 187
    ... we sold a company-owned and operated store in California for an approximate gain of $12.8 million. As part of the sale, we entered into a lease which permitted us to occupy and operate the store through January 2009 in exchange for $1 per year rent plus the cost of taxes, insurance, and common area...

  • Page 188
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 15 - Business Segment Data We manage our business as two segments: U.S. and Canada. The following tables summarize net sales, results of operations, and total assets, by segment: (in thousands) 2011 2010 2009...

  • Page 189
    BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 16 - Selected Quarterly Financial Data (Unaudited) Summarized fiscal quarterly financial data for 2011 and 2010 is as follows: Fiscal Year 2011 (In thousands, except per share amounts)(a) First Second Third ...

  • Page 190
    ... an assessment of certain elements of internal controls over financial reporting of Liquidation World Inc. acquired on July 18, 2011, which is included in our consolidated financial statements for the year ended January 28, 2012. Liquidation World Inc. accounts for 3% of total assets, 1% of revenues...

  • Page 191
    ... 28, 2012, relating to our equity compensation plans pursuant to which our common shares may be issued. Number of securities remaining available for Weighted-average future issuance under exercise price of equity compensation plans outstanding options, (excluding securities warrants, and rights...

  • Page 192
    ... FINANCIAL STATEMENT SCHEDULES Index to Consolidated Financial Statements, Financial Statement Schedules and Exhibits (a) (1) Documents filed as part of this report: Financial Statements Reports of Independent Registered Public Accounting Firm ...Consolidated Statements of Operations ...Consolidated...

  • Page 193
    ... Form 8-K dated September 9, 2004). Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011). Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement...

  • Page 194
    ... 10.14 to our Form 10-Q for the quarter ended November 1, 2008). Credit Agreement among Big Lots Stores, Inc., as borrower, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 30, 2009). 10.16 10.17 10.18 10.19...

  • Page 195
    ...and Liquidation World Inc. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 26, 2011). Big Lots, Inc. Non-Employee Director Compensation Package and Share Ownership Requirements (incorporated by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended July 31, 2010...

  • Page 196
    ... duly authorized, on this 26th day of March 2012. BIG LOTS, INC. By: /s/ Steven S. Fishman Steven S. Fishman Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...

  • Page 197
    ...Inc. Big Lots Online LLC Big Lots Stores, Inc. BLSI Property, LLC Capital Retail Systems, Inc. Closeout Distribution, Inc. Consolidated Property Holdings, Inc. CSC Distribution, Inc. C.S. Ross Company Durant DC, LLC Great Basin LLC Industrial Products of New England, Inc. Mac Frugal's Bargains Close...

  • Page 198
    ... of our reports dated March 26, 2012, relating to the consolidated financial statements of Big Lots, Inc. and subsidiaries (the "Company"), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended...

  • Page 199
    ... of each such director and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission (the "Commission"), the Company's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended January 28, 2012, and likewise to sign and file with the...

  • Page 200
    ... fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ Steven S. Fishman Steven S. Fishman Chairman of the Board, Chief Executive Officer and President b) Dated: March 26, 2012

  • Page 201
    ... financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ Joe R. Cooper Joe R. Cooper Executive Vice President and Chief Financial Officer b) Dated...

  • Page 202
    ... the year ended January 28, 2012, of Big Lots, Inc. (the "Company"). I, Steven S. Fishman, Chairman of the Board, Chief Executive Officer and President of the Company, certify that: (i) (ii) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange...

  • Page 203
    ..."Report") for the year ended January 28, 2012, of Big Lots, Inc. (the "Company"). I, Joe R. Cooper, Executive Vice President and Chief Financial Officer of the Company, certify that: (i) (ii) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange...

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  • Page 205
    [email protected] Independent Registered Public Accounting Firm Deloitte & Touche LLP 220 E. Monument Avenue, Suite 500 Dayton, Ohio 45402 NYSE Trading Symbol Notice of Annual Meeting The Annual Meeting of Shareholders will be held at 9:00 a.m. EDT on Wednesday, May 23, 2012, at our corporate of...

  • Page 206
    300 Phillipi Rd., Columbus, OH 43228 u 614.278.6800 u www.biglots.com

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